ROHM Co., Ltd.
Corporate Governance
Updated on: June 27, 2013
ROHM Co., Ltd.
Satoshi Sawamura, Chairman of the Board, President
Contact: Public Relations and Investor Relations Dept. TEL: +81-(0)75-311-2121
Securities code: 6963
http://www.rohm.com
The following information explains the status of ROHM’s corporate governance.
I
1.
Basic Policy on Corporate Governance, Capital Structure, Corporate Attributes and Other Basic Information
Basic Policy
In line with the social trend that mandates effective corporate governance, ROHM acknowledges that it is an
entity supported by all its stakeholders including customers, business partners, shareholders, local
communities and employees. Based on this acknowledgment, ROHM believes that its business operations
and activities must be founded on corporate fairness, soundness and transparency and positions establishment
of the corporate governance as an extremely important issue. Under this acknowledgment, ROHM has been
carrying out various activities to prioritize the enhancement of corporate values in consideration of its
stakeholders.
2.
Capital Structure
Shareholding ratio of overseas investors
Over 30%
[Major shareholders and their shareholding ratio]
Number of Shares Held
(shares)
11,166,638
Corporate/Individual Shareholders
State Street Bank and Trust Company 505223
Ratio (%)
10.35%
Rohm Music Foundation
8,000,000
7.42%
The Master Trust Bank of Japan, Ltd. (Trust account)
5,589,600
5.18%
Japan Trustee Service Bank, Ltd. (Trust account)
5,167,429
4.79%
Northern Trust Co.(AVFC)Sub A/C American Clients
4,060,400
3.76%
Bank of Kyoto, Ltd.
2,606,824
2.41%
Ken Sato
2,405,066
2.23%
SSBT OD05 Omnibus Account – Treaty Clients
NORTHERN TRUST CO. AVFC RE U.S. TAX EXEMPTED PENSION
FUNDS
THE BANK OF NEW YORK EUROPE LIMITED 131705
2,219,400
2.05%
1,840,319
1.70%
1,541,316
1.42%
Existence or non-existence of a majority shareholder
(excluding a parent company)
None
Existence or non-existence of a parent company
None
Supplemental remarks on Capital Structure
1
Note: The original version of this report is written in Japanese. In event of any discrepancies in words, figures, or the like between this report and the original,
the original Japanese version shall govern. The original version of this report can be seen at the website of Tokyo Stock Exchanges. (www.tse.or.jp)
ROHM Co., Ltd.
Corporate Governance
Supplement
*Treasury stock (5,586thousands) is excluded from the above list.
*The shares owned by The Master Trust Bank of Japan, Ltd. (Trust Account) and Japan Trustee Service Bank, Ltd.
(Trust Account) are held in an investment trust by each bank.
*On Nov. 21, 2012, Baillie Gifford and Company, and Baillie Gifford Overseas Limited which is co-orner of shares
announced changes to their major shareholdings report to authorities.
Even though we received a report of their owing our shares as follows as of Nov.15, 2012, because the shares owned by
them as of Mar.31, 2013 could not be confirmed, that information is excluded from the above list.
Name and address：Baillie Gifford and Company, Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN, Scotland,
Number of shares：1,656,000 Ratio to outstanding shares：1.46%
Name and address：Baillie Gifford Overseas limited, Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN, Scotland,
Number of shares：2,695,000 Ratio to outstanding shares：2.38%
*On Jan. 28, 2013, Harris Associates LP announced changes to their major shareholdings report to authorities. Even
though we received a report of their owning our shares of 15,265thousands as of Sep. 28, 2012, because the share
owned by them as of Mar. 31, 2013 could not be confirmed, that information is excluded from the above list.
Name and address：Harris Associates LP, 2 North LaSalle Street, Suite 500, Chicago, Il, USA, 60602
Number of shares：15,265thousands Ratio to outstanding shares：13.46%
3.
Corporate Attribute
Securities Exchange & Market Section Listed
First Section , Tokyo Stock Exchange
First Section , Osaka Stock Exchange
Account End
March
Industry Sector
Electrical Appliances
Number of Employees (Consolidated) on March 31, 2013
More than 1,000
Net Sales on March 31, 2013
More than 100 billion but below 1 trillion yen
Number of Consolidated Subsidiaries on March 31, 2013
More than 10 but below 50
4.
Policy regarding protection of minority shareholders at the time of transactions with majority shareholders.
5.
Other Special Conditions That May Exert Strong Influences on Corporate Governance
No specific matter to report
2
Note: The original version of this report is written in Japanese. In event of any discrepancies in words, figures, or the like between this report and the original,
the original Japanese version shall govern. The original version of this report can be seen at the website of Tokyo Stock Exchanges. (www.tse.or.jp)
ROHM Co., Ltd.
Corporate Governance
II.
Organizational Structure for Executive Decision-Making, Implementation and Supervision and
Other Corporate Governance Systems
1. Particulars of Organizational Structure and Operations
Organizational Form
Company with corporate auditors
[Particulars of Director System]
Number of board members stipulated in the articles of
incorporation
10
Term of board members stipulated in the articles of
incorporation
2 years
Chairman of the Board
President
Number of Members of the Board
10
Presence/Absence of
External Board Members
Present
Number of External Board Members
2
Number of outside directors designated as independent
directors
2
Relationship with the Company (1)
Name
Relationship with the Company (*1)
Attribute
a
Hachiro Kawamoto
Koichi Nishioka
b
c
d
e
f
g
h
i
Former employee of
another company
Academian
*1 Description of Code
a. comes from the parent company
b. comes from another affiliate
c. is a major shareholder of the company concerned
d. concurrently serves as an external board member or outside corporate auditor of another company
e. is an executive director or executive officer of another company
f. is or is equivalent to a spouse or a blood relative within a third degree of kinship of the executive director or executive officer of the
company concerned or of the specified related companies
g. receives payments or any other property benefit as a director from the parent company of the company concerned or the subsidiary of the
parent company concerned
h. has concluded a limited liability contract with the company concerned
i. other
3
Note: The original version of this report is written in Japanese. In event of any discrepancies in words, figures, or the like between this report and the original,
the original Japanese version shall govern. The original version of this report can be seen at the website of Tokyo Stock Exchanges. (www.tse.or.jp)
ROHM Co., Ltd.
Corporate Governance
Relationship with the Company (2)
Name
Independent Director
Hachiro Kawamoto
○
Supplemental remarks on
relationship
Independent Director of
ROHM
Director Emeritus, The
Ritsumeikan Trust
Independent Director of
ROHM
Koichi Nishioka
○
Professor of Senshu
University
Former Visiting Columnist
of Nikkei, Inc
Reason for Designation as
External Board Member
(If designated an independent
director, that reason is included.)
Hachiro Kawamoto has served
as Outside Director. His
designation is based on his vast
knowledge
and
long
involvement in management of
an academic institution and how
this knowledge and experience
could help in reinforcing the
management system of the
Company.
Also, as he is independent from
the Company and there is no risk
of conflicts of interest with
general shareholders, we have
appointed him as an independent
director.
Koichi Nishioka has served as
Outside
Director.
His
designation is based on his vast
knowledge and experience as a
longstanding economic and
financial
journalist
and
columnist and contribution of
his expertise to reinforce the
management system of the
Company.
Also, as he is independent from
the Company and there is no risk
of conflicts of interest with
general shareholders, we have
appointed him as an independent
director.
[Particulars of Corporate Auditing System]
Presence/Absence of Board of Corporate Auditors
Present
Number of Corporate Auditors stipulated in the articles
of incorporation
Not determined
Number of Corporate Auditors
5
Corporate Auditors, Accounting Auditors and Internal Audit Department cooperation status
In regards to cooperation between Corporate Auditors and Accounting Auditors, they hold meetings about ten times a year,
in which they make reports on audit programs, audit status and results and other related topics and exchange their
opinions.
In addition, to enhance cooperation between Corporate Auditors and the Internal Audit Department, the status of activities
conducted by the Internal Audit Department is reported to the Corporate Auditors through monthly reports. Also,
4
Note: The original version of this report is written in Japanese. In event of any discrepancies in words, figures, or the like between this report and the original,
the original Japanese version shall govern. The original version of this report can be seen at the website of Tokyo Stock Exchanges. (www.tse.or.jp)
ROHM Co., Ltd.
Corporate Governance
individual audit results (indications and reports on improvements) are reported whenever implemented.
Presence/Absence of Outside Corporate Auditors
Present
Number of Outside Corporate Auditors
5
Number of Outside Auditors designated as Independent
Directors
5
5
Note: The original version of this report is written in Japanese. In event of any discrepancies in words, figures, or the like between this report and the original,
the original Japanese version shall govern. The original version of this report can be seen at the website of Tokyo Stock Exchanges. (www.tse.or.jp)
ROHM Co., Ltd.
Corporate Governance
Relationship with the Company (1)
Name
Relationship with the Company (*1)
Attribute
a
Yoshiaki Shibata
Hideo Iwata
Yasuhito Tamaki
Shinya Murao
Haruo Kitamura
b
c
Former employee of another company
Former employee of another company
Attorney
Certified public accountant
Certified public accountant
d
e
f
g
h
i
○
*1 Description of Code
a. comes from the parent company
b. comes from another affiliate
c. is a major shareholder of the company concerned
d. concurrently serves as an external board member or outside corporate auditor of another company
e. is an executive director or executive officer of another company
f. is or is equivalent to a spouse or a blood relative within a third degree of kinship of the executive director or executive officer of the
company concerned or of the specified related companies
g. receives payments or any other property benefit as a director from the parent company of the company concerned or the subsidiary of the
parent company concerned
h. has concluded a limited liability contract with the company concerned
i. other
Relationship with the Company (2)
Name
Yoshiaki Shibata
Hideo Iwata
Reason for Designation as Outside
Corporate Auditors
Independent
Director
Supplemental Remarks on Relationship
○
Independent Auditor
Ex-General Manager of Inspection Div.
The Daiwa Bank, Ltd. (current Resona
Bank, Ltd.).
Full-time employment
Mr. Shibata hails from one of our main
banks (Resona Bank, Ltd.[former The
Daiwa Bank, Ltd.]). By the time we
complete this report, we will not have
any debt with Resona Bank. And even
though Resona Bank is one of our main
banks, we still have business with other
banks as well. Since it does not have
any impact on the neutrality issue, a
summary is omitted.
Yoshiaki Shibata has been
designated as Outside Corporate
Auditor because the Company was
certain that he has been carrying out
his duties appropriately by
providing opinions regarding
corporate management and other
affairs from a comprehensive point
of view based on his expertise as
the full-time Corporate Auditor of
the Company.
Also, as he is independent from the
Company and there is no risk of
conflicts of interest with general
shareholders, we have appointed
him as an independent director.
○
Independent Auditor
Ex-Manager of The Daiwa Bank, Ltd.,
Tondabayashi Branch (current Resona
Bank, Ltd.), Ex-Vice President for
Administration and Business, Kume
Electric Corporation.
Hideo Iwata has been designated as
Outside Corporate Auditor because
the Company was certain that he
would contribute to the Company in
terms of management and other
affairs by sharing expertise and
(If designated an independent director,
that reason is included.)
6
Note: The original version of this report is written in Japanese. In event of any discrepancies in words, figures, or the like between this report and the original,
the original Japanese version shall govern. The original version of this report can be seen at the website of Tokyo Stock Exchanges. (www.tse.or.jp)
ROHM Co., Ltd.
Corporate Governance
Full-time employment
Mr. Iwata hails from one of our main
banks (Resona Bank, Ltd. [former The
Daiwa Bank, Ltd.] like Mr. Shibata. As
stated above, since it does not have any
impact on the neutrality issue, a
summary is omitted.
Yasuhito Tamaki
Shinya Murao
Haruo Kitamura
○
○
○
knowledge based on his excellent
experience and knowledge as a
long-time administrator at a
financial institution and other
organizations through auditing.
Also, as he is independent from the
Company and there is no risk of
conflicts of interest with general
shareholders, we have appointed
him as an independent director.
Independent Auditor
Partner of Midosuji Law Office.
Part-time employment
We have had business contacts with Mr.
Tamaki’s office, but the number is
extremely low.
Yasuhito Tamaki has been
designated as Outside Corporate
Auditor because the Company was
certain that he would contribute to
the Company in terms of
management and other affairs by
sharing expertise and knowledge he
gained as a lawyer through auditing.
Also, as he is independent from the
Company and there is no risk of
conflicts of interest with general
shareholders, we have appointed
him as an independent director.
Independent Auditor
Managing Director, Murao Accounting
Office.
Part-time employment
Shinya Murao has been designated
as Outside Corporate Auditor
because the Company was certain
that he would contribute to the
Company in terms of management
and other affairs by sharing
expertise and knowledge he gained
as a certified public accountant
through auditing.
Also, as he is independent from the
Company and there is no risk of
conflicts of interest with general
shareholders, we have appointed
him as an independent director.
Independent Auditor
Managing Director, Kitamura
Accounting Office, Outside Director,
Yamaha Corporation.
Part-time employment
Haruo Kitamura has been
designated as Outside Corporate
Auditor because the Company was
certain that he would contribute to
the Company in terms of
management and other issues by
sharing expertise and knowledge he
gained as a public certified
accountant through auditing.
Also, as he is independent from the
Company and there is no risk of
conflicts of interest with general
shareholders, we have appointed
him as an independent director.
[Particulars of Independent Director]
7
Note: The original version of this report is written in Japanese. In event of any discrepancies in words, figures, or the like between this report and the original,
the original Japanese version shall govern. The original version of this report can be seen at the website of Tokyo Stock Exchanges. (www.tse.or.jp)
ROHM Co., Ltd.
Corporate Governance
Number of Independent Director
7
Other Particulars of Major Activities by Outside Corporate Auditors
We only appoint outside directors that are qualified to serve as independent directors.
[Incentive System]
Implementation Status of Provision of Incentives to
Directors
Introduction of pay-per-performance system
Supplemental Remarks on Incentives
To determine remuneration and bonuses for the Directors, ROHM has adopted a performance pay system, in which
remuneration and bonuses for the Directors are decided using the consolidated ordinary profit of the relevant fiscal
year as the performance indicator, to clarify the management responsibilities of the Directors.
Those who eligible for receiving stock option
Supplemental Remarks on Incentives
[Remuneration for Directors]
Style of Disclosure
(of remuneration of individual directors)
Individual remuneration has not been disclosed.
Supplemental Remarks on Remuneration for Directors
ROHM discloses amount of remuneration paid to Directors by their Director’s classification in Annual securities report.
Amount of remuneration paid to Directors (excluding Outside Directors) in the fiscal year ended in March 2013: 122
million yen.
Amount of remuneration paid to Outside Directors and Outside Auditors in the fiscal year ended in March 2013: 78
million yen.
(Note) 1. The amount of remuneration paid to Directors does not include the amount of employee salaries paid to
employee Directors.
2. The 48th general shareholders' meeting on June 29, 2006 resolved that the maximum amount of annual
remuneration for Directors should be within ¥600 million.
Existence or non-existence of policy on determining the
amount of remuneration or related calculation methods
Yes
The remuneration for each director is deliberated and determined by the members of Director’s Remuneration
Committee according to the Committee rule.
8
Note: The original version of this report is written in Japanese. In event of any discrepancies in words, figures, or the like between this report and the original,
the original Japanese version shall govern. The original version of this report can be seen at the website of Tokyo Stock Exchanges. (www.tse.or.jp)
ROHM Co., Ltd.
Corporate Governance
The remuneration of directors consists of performance-based remuneration that changes according to performance
attainment level, which uses the ROHM Group’s consolidated ordinary income as an index, and fixed remuneration that
is a fixed amount intended to clarify management responsibilities. However, the remuneration of outside directors is
limited to fixed remuneration because the company differentiates neutral auditing functions from corporate operations.
[System to Support External Board Members (Outside Corporate Auditors)]
ROHM has a system in which the materials related to the Directors' decision-making (minutes of the Board of Directors,
circulars sent around for managerial decisions, etc.) are reviewed on a regular basis, and that major divisions of ROHM
make reports of their operations and other information via the monthly report.
* The Internal Audit Department, consisting of six staff members including the Department Chief, audits individual
divisions and affiliates of ROHM by interviewing executives and employees, and inspecting documents and accounts,
and communicates the audit results to the Corporate Auditors whenever implemented.
* Various findings from day-to-day audit activities are also communicated from full-time Corporate Auditors to
part-time Corporate Auditors at the Board of Corporate Auditors and on other occasions as required.
9
Note: The original version of this report is written in Japanese. In event of any discrepancies in words, figures, or the like between this report and the original,
the original Japanese version shall govern. The original version of this report can be seen at the website of Tokyo Stock Exchanges. (www.tse.or.jp)
ROHM Co., Ltd.
Corporate Governance
2. Matters related to functions such as performance of business operation, audits, supervision, designation
of certified public accountants and decision on remuneration (Overview of current status of corporate
governance system)
ROHM believes that an agile and effective management system with emphasis on competitive enhancements in the
semiconductor industry, where the business environment is undergoing accelerated change, can be established so
Directors familiar with ROHM's businesses and technologies have executive power and supervise each other. The
Articles of Incorporation limit the number of directors on the Board of Directors to ten in order to encourage
sufficient discussion while allowing adequate and swift decision making. Additionally, two outside Directors
have been designated to enhance mutual supervision among the Directors. As part of the executive supervision,
ROHM maintains the existing auditing system, which is implemented only by outside Corporate Auditors, based on
the idea that internal supervision over the executive branch will function sufficiently by improving and enhancing
the system.
With five Corporate Auditors, ROHM reinforces auditing functions by overseeing all implementations. The
Auditors are committed to building a fair management supervision system through legally stipulated audits.
The Corporate Auditors attend important meetings such as the Board of Directors’ meetings, and audit the
individual divisions of ROHM and its affiliates at home and abroad along with the Internal Audit Department by
holding meetings with those in managerial positions, inspecting documents and reports, and others. Through
these audits, ROHM checks whether or not the Directors are performing their duties in compliance with existing
laws, whether or not ROHM's internal control is well maintained and operated, whether or not in-house rules are
well observed, and whether or not ROHM's assets are secured.
Corporate Auditors, the Internal Audit Department, and Accounting Auditors regularly hold report meeting,
consistently maintain close cooperation and coordination, and proactively exchange information and opinions.
Sharing information obtained through individual audits enhances the accuracy of the audits and allows for constant
improvement of the operation process.
ROHM is under contract with Deloitte Touche Tohmatsu LLC for its accounting audits and internal control audits
related to financial reporting and abides by both the Japanese Corporation Law and the Financial Instruments and
Exchange Law. ROHM has an established environment where the auditing organization can perform audits from
a fair, unbiased position as an independent third party. The following are the names of certified public
accountants (CPAs) who audited ROHM's accounts for the fiscal year ended March 31, 2013, the number of
consecutive years they have been engaged in auditing ROHM and information on the assistants involved in the
audits.
CPAs who audited ROHM (Number of consecutive years they have been engaged in auditing ROHM)
Designated CPAs (employees in charge of performing the audits) of Deloitte Touche Tohmatsu:
Hiroyasu Kawai (3 years), Tomoyuki Suzuki (5 years),
Major assistants in the audits
9 CPAs and 7 others
3. Reason for selecting current corporate governance system
In the semiconductor industry, the most effective way of making prompt accurate decisions is to retain a small number of
directors who are versed in operations and technologies, and have extensive experience in executive authorities and
supervision. Therefore, first and foremost, to maintain such a policy and be audited by outside auditors who represent the
frank opinions of outsiders or shareholders, executing policies will be suspended in some cases. For this reason, ROHM
has strictly maintained a system in which all corporate auditors are outside auditors. Consequently, individual systems
have mutually interacted in a good manner, and internal control has functioned very effectively. In addition, because of
recent changes in the business environment and frequent misconduct within other companies, ROHM started to welcome
outside directors in June 2008. Currently, the board directors’ meeting is attended by two outside directors. Ever since,
discussions within board directors have been active and much more considerate of business status. Thus, ROHM would
like to strengthen these policies in the future as well.
10
Note: The original version of this report is written in Japanese. In event of any discrepancies in words, figures, or the like between this report and the original,
the original Japanese version shall govern. The original version of this report can be seen at the website of Tokyo Stock Exchanges. (www.tse.or.jp)
ROHM Co., Ltd.
Corporate Governance
III.
1.
Updates on the Implementation of Actions Intended for Shareholders and Other
Stakeholders
Efforts to Energize General Shareholders' Meetings and Facilitate the Process of Exercising Voting Rights
Supplemental Explanation
Expediting Dispatch of Notices of
General Shareholders' Meetings
Electronically Exercising Voting
Rights
Participation in Electronic Voting
Rights Exercise Platform and
efforts to improve institutional
investors’ environment for
exercising voting rights
Providing shareholder meeting
notifications (summarizations) in
English
2.
ROHM sends out notices of general shareholders meetings four weeks prior to
each meeting.
ROHM has enabled its shareholders to exercise their voting rights via the
Internet from PCs, smartphones and mobile phones.
ROHM has participated in an Electronic Voting Rights Exercise Platform, and
conducted IR and promotion activities on voting rights exercise via a
shareholder identification survey. In addition, Rohm posts relevant
information on the website
ROHM is providing shareholder meeting notifications in English.
Investor Relations Activities
Supplemental Explanation
Briefing
Held/Not Held
by Director
Representing
ROHM
Compilation and publication of
disclosure policy
Our disclosure policy has been compiled and posted on our
website.
Periodical Briefings Held for
Analysts and Corporate Investors
Financial results briefings given by the president and each
responsible Director are held twice a year to provide domestic
securities analysts and corporate investors with information on
business results, forecasts and strategies.
Held
Periodical Briefings Held for
Overseas Investors
Regular briefings on business trends and strategies are held twice a
year in the US and Europe.
Not held
11
Note: The original version of this report is written in Japanese. In event of any discrepancies in words, figures, or the like between this report and the original,
the original Japanese version shall govern. The original version of this report can be seen at the website of Tokyo Stock Exchanges. (www.tse.or.jp)
ROHM Co., Ltd.
Corporate Governance
Posting Information on
Investor Relations on
ROHM's Website
ROHM has an investor relations section on its website that
provides a wealth of information including legally stipulated
disclosure documents such as financial reports, voluntary
information including annual reports, materials for financial results
briefings, performance trend charts and long-term financial data,
an IR calendar and information on paperwork for shareholders.
Japanese: http://www.rohm.co.jp/web/japan/investor-relations
English: http://www.rohm.com/web/global/investor-relations
Setting Up or Designating
the Department or Officer
for IR Activities
ROHM has a Public Relations and Investor Relations Dept.
(Manager: Kohei Nozato) that is responsible for IR activities.
Other
ROHM proactively discloses information to satisfy the needs of
investors by accepting interviews by securities analysts and
corporate investors and so on.
3.
Efforts to Ensure Respect for Stakeholders
Supplemental Explanation
Defining a Policy on Respect for
Stakeholders in In-house Rules, etc.
Implementation of Environmental
Conservation Activities, CSR
Activities and Other Activities
Formulation of a Policy, etc. on
Provision of Information to
Stakeholders
Other
Please refer to the 'ROHM Group Business Conduct Guidelines'.
http://www.rohm.co.jp/web/japan/rohm-group-business-conduct-guidelines
Please refer to the ROHM website for the details.
CSR page:
http://micro.rohm.com/jp/csr/index.html
Environmental Activities page:
http://micro.rohm.com/jp/environment/
ROHM's policies on information disclosure to stakeholders are outlined in
in-house rules on information disclosure including the requirements for
fairness and legal compliance.
Globally, ROHM actively accepts employees from diverse backgrounds,
exceeding boundaries of academic history or gender. The female workforce
at ROHM is gradually expanding, with the employment rate of new female
graduates rising every year and women comprising half of the sales force.
And ROHM is creating programs to enable continuous employment through
life events such as marriage, pregnancy, childbirth, child-rearing, and nursing
care. Since 2010, ROHM has implemented a reduced work hours program
for parents of children up to the 3rd grade, as well as a program that makes a
portion of childcare leave paid holidays.
12
Note: The original version of this report is written in Japanese. In event of any discrepancies in words, figures, or the like between this report and the original,
the original Japanese version shall govern. The original version of this report can be seen at the website of Tokyo Stock Exchanges. (www.tse.or.jp)
ROHM Co., Ltd.
Corporate Governance
IV.
Items relevant to Internal Control System
1. Basic Policy on and Current Status of Internal Control System
Enhancement of the internal control system is one of the most important management issues, and the ROHM Group
is not only committed to maintaining proper business processes across the whole Group, but also to ensuring
reliable financial reporting, thereby fulfilling corporate social responsibility. The Board of Directors of the
Company resolved the basic policies to build the internal control system as listed below:
(1) System for ensuring that the Directors perform their duties in compliance with established laws, regulations, and
Articles of Incorporation
a. In order to promote further progress in globalization, the ROHM Group shall comply not only with laws and
regulations but also with the 10 principles of the United Nations Global Compact for a wide range of problems in
the areas of human rights, labor, the environment, anti-corruption, etc., and promote management that focuses on
CSR based on “ISO26000,” the international standards for social responsibility.
b. Directors shall be kept from violating laws, regulations and the Articles of Incorporation when they perform their
duties by 「the ROHM Group Business Conduct Guidelines」, Basic Rules of the Board of Directors, etc.
c. The Director or Directors who are highly knowledgeable of a specific field shall be responsible for the duties
related to such field, while all Directors shall hold discussions and monitor each other on a daily basis concerning
the respective individual fields.
d. Should a Director be found having committed an illegal act by another Director or a Company Auditor, it shall be
promptly reported to the Board of Directors and the Board of Company Auditors.
e. The Compliance Hotline (internal hotline system and hotline system for suppliers) shall be created to discover any
illegal conduct of a Director and to prevent recurrence thereof.
f. In addition to two Outside Directors, five Outside Company Auditors shall constantly check that Directors
perform their duties in compliance with all applicable laws and regulations as well as the Articles of
Incorporation.
(2) System regarding storage and management of information on the execution of Directors’ duties
a. The minutes of general shareholders meetings, the minutes of the meetings of the Board of Directors, executive
proposals, and the agreements and other events that may affect the Directors’ performance of their duties, such as
documents used to plan projects for individual fiscal years, shall be saved in writing. The documents shall be saved
and managed in compliance with all applicable laws and regulations as well as all in-house regulations.
b. The instructions and notices provided to group companies or in-house divisions concerned shall be issued via email
or in writing as a rule. The instructions and notices shall be retained so as to be presented at any time when
requested by Directors, Company Auditors or other authorized parties.
c. Information related to the Directors’ performance of duties shall be kept and managed duly by relevant sections
or divisions concerned, and leaks and inappropriate use of such information must be prevented through internal
educational activities to all of employees such as internal notification and workshop of information security.
(3) Rules and system regarding the management of risk of loss
a. Under the CSR Promotion Committee chaired by the President himself, Committees overseeing Risk
Management/BCM, Compliance, Information Disclosure, Corporate Safety and Health, Environmental
Conservation, etc. shall be established as company-wide cross-sectional committees. These committees shall
appropriately respond to various management issues and risks in each responsible area by taking necessary
measures, giving directions and solving problems.
b. A Risk Management/BCM Committee shall be organized to identify, analyze and control major risks that may
occur in the course of performing business operations. In order to avoid or minimize the effect of unforeseeable
circumstances such as sudden natural disasters as much as possible and enable the survival of our business as a
consequence, the Risk Management/BCM Committee shall verify the activities of each section in charge of risk
management and proceed to formulate BCP, take possible preliminary measures or preparations across the group.
c. As a corporate effort to eradicate antisocial groups, a Risk Management Office shall be established in the
13
Note: The original version of this report is written in Japanese. In event of any discrepancies in words, figures, or the like between this report and the original,
the original Japanese version shall govern. The original version of this report can be seen at the website of Tokyo Stock Exchanges. (www.tse.or.jp)
ROHM Co., Ltd.
Corporate Governance
Department of General Affairs. The Office shall cooperate and exchange information with external specialist
organizations such as the police department, and shall promote specific actions and perform them thoroughly, to
eradicate antisocial groups. In-house regulations shall be established to eradicate antisocial groups and shall be
strictly observed. All employees of ROHM Group shall be informed by way of the ROHM Group Action Policy, as
distributed to all employees, or by other means, that they must take a firm stand against antisocial groups.
Furthermore, the necessity of taking a firm stand against antisocial groups shall be communicated to all employees
through various in-house training sessions.
(4) System to ensure efficient execution of Directors’ duties
a. The Board of Directors shall consist of a small number of Directors for making prompt decision on business
execution.
b. The Board of Directors shall have Directors who are highly experienced in different fields. The Board shall assign
duties to the Director in charge of that certain field and have him/her perform the specific duties of that field.
c. Issues that may have a considerable influence on corporate management shall be examined and analyzed by
in-house project teams established separately for individual issues. Upon completion of such examination, prompt
decisions shall be made by way of a meeting of the Board of Directors or executive proposals, as appropriate,
based on the Articles of Incorporation and internal regulations.
d. In-house written standards of in-house control procedures regarding various managerial issues such as risk
management and information management shall be strictly observed.
e. To increase the competitiveness of the group and to ensure a fair amount of profits, business performance targets
shall be established as part of annual profit plan for the entire company and individual divisions, and check the
progress and achievement of these business performance.
(5) System to ensure that employees perform their duties in compliance with established laws, regulations, and Articles
of Incorporation
a. A Compliance Committee shall be organized and across-the-group compliance actions shall be taken by
monitoring and enforcing the ROHM Group Business Conduct Guidelines. A compliance system of group
companies shall be created based on the system of our company, and a leader for each division of each group
company shall be appointed as a compliance leader to raise the awareness of the importance of compliance and to
ensure the ongoing compliance of each division.
b. To comply with particular laws and ordinances in an efficient manner, not only the CSR Promotion Committee
but also the Compliance Committee, the Information Disclosure Committee, Corporate Safety and Health
Committee, and Environmental Conservation Committee, shall be committed to such actions as checking the
status of compliance in the entire group and performing ongoing educational activities.
c. Under the control of the Information Disclosure Committee, individual sections and divisions shall properly
manage confidential and privileged information and educate employees in the interest of and raising awareness of
the importance of strict information handling, to prevent insider trading.
d. A Compliance Hotline (internal hotline system and hotline system for suppliers) shall be deployed throughout the
entire ROHM Group including overseas entities, to uncover any illegal employee conduct and to prevent any
recurrence of illegal conduct.
(6) System to ensure sound and appropriate business operations within the corporate group
a. Company mission and policies as a spirit of company foundation shall be shared by all the group employees to
improve a corporate value of the ROHM group through business activities by the entire group companies.
b. Each Committee under the Company’s CSR Promotion Committee shall supervise and control group companies
comprehensively to ensure proper execution of duties in each responsible area.
c. Written standards applicable to the entire ROHM Group shall be established and implemented.
d. The compliance of business operations of Group companies shall be monitored by appointing employees of the
Company or another Group company to serve on the Board of Directors or as Company Auditors of the group
companies.
e. A system shall be created and managed to require Board of Director resolutions or executive decisions of the
Company to settle critical issues on the group company level, thus enabling the Company’s relevant divisions to
14
Note: The original version of this report is written in Japanese. In event of any discrepancies in words, figures, or the like between this report and the original,
the original Japanese version shall govern. The original version of this report can be seen at the website of Tokyo Stock Exchanges. (www.tse.or.jp)
ROHM Co., Ltd.
Corporate Governance
fully manage group companies.
f. An internal control system that includes the Company and significant group companies shall be established and
reinforced through a framework that ensures financial reporting compliance and through efforts to conform to
the auditing system.
g. The Company’s auditing division under the direct control of the President shall perform internal audits to check
each group company’s situation in regard to the execution of duties, compliance with all applicable laws and
regulations as well as in-house regulations, risk management, etc.
(7) Employees Hired upon the Request of a Company Auditor to Assist the Auditor’s Duties and Independence of the
Employees from Directors
a. The Company shall, upon the Company Auditor’s request, appoint staff employees of proper capabilities.
b. The staff of Company Auditors shall not be concurrently involved in operations related to executing the operations
of the Company. In the hiring, transfer and evaluation of performance of Company Auditors’ staff, opinions from
the Board of Company Auditors shall be respected.
(8) System for Directors and employees to make reports to Corporate Auditors and other system reports to Corporate
Auditors
a. Each Director shall report immediately to the Company Auditors Comittee, whenever necessary, regarding whether
or not there is any illegal conduct in the performance of their duties, any neglect in their obligation to be duly
conscious of their standing as good Directors, or any facts that may damage the Company considerably, etc.
b.The meetings of committees, not only the CSR Promotion Committee but also Risk Management/BCM Committee,
Compliance Committee, and Information Disclosure Committee, shall be attended by full-time Company Auditors
as observers, and individual committees shall make periodic reports on their activities to the Company Auditors by
submitting meeting minutes or by other appropriate means.
c. A system shall be created and managed whereby the status and results of business operations can be properly
reported to the Company Auditors through executive proposals and reports.
(9) Other systems to ensure effective audits by Corporate Auditors
a. Concerning the status of operations of the internal control system, Directors shall report to the Board of Company
Auditors where requested.
b. The internal audit division shall strengthen collaboration with the Company Auditors and report the results of
audits periodically.
c. All Company Auditors shall be Outside Company Auditors. The Board of Corporate Auditors shall be a strongly
independent group consisting of diversified experts, including legal specialists, accounting specialists, and persons
who used to work for financial institutions.
d. Corporate Auditors exchange their opinions with Directors at all times.
2. Basic policy against antisocial forces and current status of its implementation
As one of the most important policies, ROHM strictly prohibits its association with antisocial forces such as
organized crimes, corporate extortionists, antisocial political groups, gang-related companies, and antisocial activist
groups and individuals.
ROHM has set up a Crisis Management Department in the General Administration Division as an internal system
for eliminating antisocial forces in order to promote cooperation and information exchange with external
specialized agencies such as the police, thereby upholding and implementing their elimination.
ROHM has included provisions on how to respond to such forces in in-house rules and requested company
employees to observe them. The 'ROHM Group Business Conduct Guidelines', which is distributed to all
employees, states that employees take a firm stand against antisocial forces. In addition to the above, ROHM
strives to enlighten its employees on the elimination of antisocial forces via various in-house education and training
programs.
15
Note: The original version of this report is written in Japanese. In event of any discrepancies in words, figures, or the like between this report and the original,
the original Japanese version shall govern. The original version of this report can be seen at the website of Tokyo Stock Exchanges. (www.tse.or.jp)
ROHM Co., Ltd.
Corporate Governance
V.
Other
1. Existence or non-existence of anti-takeover plan
Existence or non-existence of anti-takeover plan
None
Supplemental remarks on existence or non-existence of anti-takeover plan
The ROHM Group believes the best defense against takeover attempts is to build a relationship of trust with
shareholders by delivering higher stock prices via enhanced corporate value, accountability via proactive IR
activities, and regular dialog with shareholders. If a proposal for acquisition is made to our company, we believe
that the final decision of whether to accept or reject the offer should be left to the current shareholders at the
time, and that the Board of Directors should not make selfish decisions intended to protect their own personal
interests. In addition, in the event of an acquisition proposal, we believe that it is indispensable for ensuring and
increasing ROHM’s corporate value and the common interests of shareholders that shareholders can make an
“informed judgment,” meaning they would be able to make the best decision based on ample information and a
sufficient amount of time.
2. Other Matters regarding Corporate Governance System
(1) The corporate governance system of ROHM is shown as “Corporate Governance Figures” in Attachment
No.1.
(2) The current state of ROHM’s internal system on the timely disclosure of corporate information is shown as
“Summary of internal system for timely disclosure (Attachment to written oath pertaining to timely
disclosure)” in Attachment No.2.
16
Note: The original version of this report is written in Japanese. In event of any discrepancies in words, figures, or the like between this report and the original,
the original Japanese version shall govern. The original version of this report can be seen at the website of Tokyo Stock Exchanges. (www.tse.or.jp)
Attachment No.1 : Corporate Governance Figures
General Shareholders Meeting
Election/dismissal
Executive functions
Board of Directors
（Directors）
Cooperation
Audit
Board of Corporate
Auditors
（Corporate Auditors）
Chief Executive Officer
CSR Committee
Cooperation
Accounting
Auditors
Administrative Division
Sales Division
Manufacture Division
R&D Division
Central Safety and Hygiene
Committee
Risk Management & BCM
Committee
Compliance Committee
Information Disclosure
Committee
Environmental Conservation
Management Committee
CSR Promotion Committee
Internal Audit
Division
Cooperation
Group affiliated
companies
Auditing functions
Attachment No.2 :
Summary of internal system for timely disclosure
（Attachment to written oath pertaining to timely disclosure）
Co mpan y n a me : ROHM Co, Ltd .
（Security Code： 6963 ,First Section, Tokyo Stock Exchange）
The current state of ROHM Co., Ltd.’s internal system on the timely disclosure of corporate information is
as follows.
ROHM Co., Ltd. appropriately manages and discloses information in a timely manner by instructing
internal departments and affiliated companies to ensure thorough information management, and by making
efforts to educate and enlighten employees through the dissemination of employee conduct standards and
the implementation of in-house training based on company regulations (including rules concerning the
prevention of insider trading, rules on information disclosure procedures, and rules on the control of
classified information, etc.), .
Information in regards to significant decisions and important emerging facts is judged by pe rsonne l in
charg e of in forma tion h andling (Director of Accounting & Finance Headquarters) as to whether the said
information is relevant to items stipulated in the rules on timely disclosure or not. And if it is such, the
director promptly takes the necessary steps to ensure the timely disclosure through the Public Relation and
Investor Relations Division, and posts disclosed information on ROHM’s website, bearing in mind to make
the utmost efforts to publicize information as best we can.
Pr es id e nt
B oar d of D ir ec to r s
Personnel in charge of Information handling
(Director of Accounting Headquarters)
B oar d of Au d it or s
Relevant departm ents
and affili ated com panies
Le g a l De par tm en t
PR an d IR D e par tm ent
（Confirmation of legal matters）
Inf or m at i o n Dis c l os ur e
（Disclosure via Japan Press Club, TDnet, EDINET, and ROHM’s website etc）
Information
Disclosure
Committee